Mississippi Home Corporation Annual Affordable Housing Conference February 21, 2013 AFFORDABLE HOUSING BOND ISSUES MAKE A COMEBACK John B. Rucker, III Jon Killough Alysse E. Hollis Merchant Capital, LLC Rockport Mortgage Peck, Shaffer & Williams LLP

AFFORDABLE HOUSING BOND ISSUES MAKE A COMEBACK

Mississippi Home Corporation Annual Affordable Housing Conference IMPORTANCE OF TAX-EXEMPT BONDS AND TAX CREDITS IN AFFORDABLE RENTAL HOUSING In the period from , the United States produced 200,000 – 250,000 units of new multifamily annually. Estimated rehabbed units at 50,000 – 150,000, with total of 250,000 – 400,000 units per year. Prior to 2008, approximately 130,000 affordable rental housing units were produced each year under two programs: The 9% Low Income Housing Tax Credit Program produced (roughly 70,000 units in each of 2006 and 2007). Tax-Exempt Bonds combined with 4% produced (roughly 60,000 units in each of 2006 and 2007). Over the past decade, these two programs have accounted for approximately one-third of the Countrys total rental housing production and the vast majority of affordable rental housing production

Mississippi Home Corporation Annual Affordable Housing Conference TAX CREDIT PRICING AND DEBT FINANCING AFTER THE FINANCIAL CRISIS The financial crisis wiped out 65% of the market for LIHTC Fannie Mae and Freddie Mac had previously been about 40% of the buy side of the LIHTC market, with major banks (due in part to CRA needs) and other financial institutions accounting for an additional 20-30%. With these buyers gone after 2008, annual tax credit volume fell from about $10 billion to approximately $5 billion. Tax credit pricing fell from $1.00 – $1.20 to $0.70 – $0.80 or less The market for new construction period credit enhancement dried up almost completely, making bond financing extremely difficult.

Mississippi Home Corporation Annual Affordable Housing Conference PRODUCTION AFTER THE FINANCIAL CRISIS Following the financial crisis, new multifamily rental housing production, dropped precipitously. New multifamily rental starts fell more than 50% to approximately 90,000 in 2009 and approximately 100,000 in It is likely given the steep fall-off in pricing for LIHTC and the virtual disappearance of construction lending in this sector that the production of affordable housing units suffered a similar or greater percentage decline.

Mississippi Home Corporation Annual Affordable Housing Conference MARKET RECOVERY – CONTINUED Preservation of first-generation LIHTC deals are now exiting their 15 year compliance period The debt markets have become largely fixed rate, as the availability of liquidity for variable rate financings has dramatically declined (Fannie Mae is out and only Freddie Mac remains a substantial player) and pricing has risen Innovative debt structures are further supporting financing activity in the affordable multifamily space.

Mississippi Home Corporation Annual Affordable Housing Conference General Overview of the LIHTC & Current Market Conditions Overall Statistics since inception of LIHTC Program for Region IV HUD Region IVLIHTCs AllocatedNumber of Units DeliveredJobs Created 1Alabama $ 2,200,000,000 41,059 47,628 2Florida $ 6,800,000, , ,523 3Georgia $ 3,210,000, , ,631 4Kentucky $ 1,000,000,000 28,280 34,804 5Mississippi $ 2,000,000,000 45,454 52,726 6North Carolina $ 3,000,000,000 59,701 69,253 7Puerto Rico $ 2,000,000,000 12,972 15,047 8South Carolina $ 1,600,000,000 30,679 35,587 9Tennessee $ 2,400,000,000 54,334 60,027 10U.S. Virgin Islands Included in PR $ 24,210,000, , ,226

Mississippi Home Corporation Annual Affordable Housing Conference Trends The following are new trends in the multifamily housing sector: Developers creating 4% deal when they fail to get a 9% allocation Rural development pools FHA becoming more of a factor Rated (but unenhanced) multifamily financing Slide 8

Mississippi Home Corporation Annual Affordable Housing Conference How do we get these deal done Financing Options Private Placements Freddie Mac / Fannie Mae FHA Programs Standard & Poors Unenhanced Bond Program Slide 9

Mississippi Home Corporation Annual Affordable Housing Conference Private Placements The Issuer sells bonds directly to one investor (or a limited number of sophisticated investors) without a public offering. Financing observations include: Lower issuance costs; higher interest rates Less financial disclosure No credit rating or credit enhancement required Depending on investor, 90 days for bond closing Longer call date (typically 15 years to 18 years) Debt service coverage of 1.15x – 1.20x Slide 10

Mississippi Home Corporation Annual Affordable Housing Conference FNMA / Freddie Mac

Mississippi Home Corporation Annual Affordable Housing Conference Freddie Mac / Fannie Mae Freddie Mac and Fannie Mae, through their approved lenders, continue to play a major role in credit enhanced bond deals. Financing observations include: Majority of executions are fixed rate 18-year hard maturity 18-year bond interest rate is approximately 3.35% Freddie Mac offers variable rate execution 1 Swap counterparty may be an issue Due to scarcity of construction LOC, most executions are acquisition/rehab that are tenant-in-place rehabs 6-8 months for bond closing 2 Slide 12 Notes: 1As of this writing, Fannie Mae doesnt offer a variable rate execution 2Assumes new construction or acquisition/rehabilitation

Mississippi Home Corporation Annual Affordable Housing Conference Standard & Poors Unenhanced Bond Program While many affordable housing projects (AHP) are structured with credit enhancements, unenhanced AHP are rated based on the underlying real estate. Standard & Poors currently rates unenhanced AHP in the investment grade category (typically in the A category). Financing observations include: No credit enhancement Third party reports include audit, appraisal, market study, phase I and capital needs assessment reports Typical projects include acquisition/rehabilitation New construction is available, but more complex Execution can be used on 4% bond deals 35-year rate is 5% or less 1 Slide 13 Notes: 1Reflects market conditions as of November 16, 2012 and assumes bonds are rated in the A category

Mississippi Home Corporation Annual Affordable Housing Conference Standard & Poors Unenhanced Bond Program (contd) In November 2012, Merchant Capital served as sole manager on $4,925,000 of Biloxi Housing Authority, Multifamily Housing Revenue Bonds, Series Bond proceeds were used to finance the acquisition and rehabilitation of an 150-unit multifamily rental housing project known as Beauvoir Manor Apartments, located in Biloxi, Mississippi (the Project). The Project will be owned and operated by Agape Beauvoir Manor, Inc., a 501(c)(3) organization. The Project is operating under a Section 8 HAP contract and was underwritten with a 1.20 DSC constraint. The Series 2013 bonds were rated A- by Standard & Poors and will be amortized over 35 years. The financing rate on the bonds was 4.82%. Slide 14 Financing ObservationsSources and Uses of Funds Pricing Observations 1,2 Notes: 1The 2017 maturity is a taxable tail that was issued to cover the 2% cost of issuance limitation 2Tax-exempt yields are a spread to MMD. Taxable yields are a spread to US Treasury

Mississippi Home Corporation Annual Affordable Housing Conference FHA / GNMA Execution

Mississippi Home Corporation Annual Affordable Housing Conference FHA Programs Section 221(d)(4) Loan combined with Short-term Tax-exempt Bonds Rates on taxable GNMA MBS are well below rates on comparable tax-exempt GNMA-collateralized bonds With the rebound in equity pricing on 4% LIHTC deals, borrowers can take advantage of the market dislocation by issuing short-term tax-exempt bonds with conventional FHA loans. The borrower issues short-term tax-exempt bonds to meet the 50% test under LIHTC requirements. The bonds are collateralized with proceeds from a conventional FHA mortgage loan. After the project is placed in service, the tax-exempt bonds are retired with proceeds from the FHA mortgage loan. Benefits include: Permanent borrowing costs are reduced by over 100 bps Negative arbitrage greatly reduced Full syndication value of 4% LIHTC equity Slide 16

Mississippi Home Corporation Annual Affordable Housing Conference FHA Programs (contd) Section 221(d)(4) Loan combined with Short-term Tax-exempt Bonds Slide 17 Municipal Yield Curve Tax-exempt Yields vs. Taxable Yields Current market dynamics allow the FHA loan/Short-term tax-exempt bond structure to work 143 bps 165 bps Borrowers can take advantage of the steep yield curve by issuing short-term bonds Currently, there is a dislocation between taxable yields and tax-exempt yields

Mississippi Home Corporation Annual Affordable Housing Conference FHA Programs (contd) Section 221(d)(4) Loan combined with Short-term Tax-exempt Bonds Slide 18 Short-term Tax-exempt Bond Execution Section 221 (d)(4) Loan BondsProceeds Investor Underwriter Trustee Project Fund Proceeds Construction Draw Developer Builds Project Collateral Fund Proceeds These amounts will equal each other so the bond investor is always 100% secured by cash. After the project is placed in service, the tax-exempt bonds will be retired with proceeds from the FHA mortgage loan. Proceeds from GNMA investor Lender

Mississippi Home Corporation Annual Affordable Housing Conference Piecing It All Together: Case Study of Garden Oaks Apartments Previously Section 202 property with 100% HAP contract The project was HUD-held due to foreclosure following damage from Hurricane Katrina Experienced developer purchased the project from HUD Developer utilized 4% LIHTC to generate equity Short term TE bond issue during construction HUDs focus was on the conventional 221(d)(4) Continued bond compliance period after redemption of bonds

Sources and Uses First Mortgage $ 9,000,000 LIHTC Equity $ 3,455,400 FHLB Funds $ 500,200 LOC $ 878,400 Total Sources$13,834,000 Development Costs $ 10,544,700 Operating Deficit $ 472,800 Working Capital $ 360,000 Other Costs $ 2,456,500 Total Uses $ 13,834,000

Mississippi Home Corporation Annual Affordable Housing Conference Piecing It All Together: Case Study of Garden Oaks Apartments Before Rehabilitation:

Mississippi Home Corporation Annual Affordable Housing Conference Piecing It All Together: Case Study of Garden Oaks Apartments During Rehabilitation:

Mississippi Home Corporation Annual Affordable Housing Conference In Closing…